TURBOMECHANICA TERMS OF SERVICE

Last Updated: February 24, 2025

NOTICE:

THIS IS A LEGALLY BINDING AGREEMENT BETWEEN THE RECIPIENT OF THE PRODUCTS (THE "CUSTOMER") AND MECHADEMY INCORPORATED ("MECHADEMY").

PLEASE REVIEW THESE TERMS BEFORE USING OUR SERVICES, AS THEY MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS SITE.

MECHADEMY PROVIDES THE PRODUCTS ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THESE TERMS AND CONDITIONS.

IF YOU SIGN THE AGREEMENT AND/OR CLICK THE "I ACCEPT" BUTTON AND/OR USE ANY PRODUCT YOU ARE LEGALLY BOUND BY THE BELOW TERMS AND CONDITIONS.

IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, DO NOT CLICK "I AGREE" AND DO NOT USE ANY PRODUCT.

TURBOMECHANICA GENERAL TERMS AND CONDITIONS

MECHADEMY refers to Mechademy Incorporated - an engineering consulting firm bringing together globally renowned turbomachinery subject matter experts to provide the oil and gas industry with engineering consulting services, commissioning and start-up services as well as remote monitoring and troubleshooting services.

  1. DEFINITIONS

“ADDENDA” means two or more ADDENDUM.

“ADDENDUM” means any schedule, terms, conditions, policies, declarations, tables, lists, or document/s appended to the AGREEMENT and shall be deemed to form an integral part of the AGREEMENT.

“AFFILIATES” means any entity that, directly or indirectly, CONTROLS or is CONTROLLED by any PARTY or is under common CONTROL of any PARTY.

“AGREEMENT” means collectively (i) these TURBOMECHANICA GENERAL TERMS AND CONDITIONS, (ii) TURBOMECHANICA PRIVACY POLICY, (iii) DATA PROCESSING ADDENDUM, and (iv) each PURCHASE AGREEMENT executed by the PARTIES and entered into in accordance with these TURBOMECHANICA GENERAL TERMS AND CONDITIONS.

“CLOUD SERVICES” mean the web/cloud-based data management platform and software, developed by MECHADEMY and offered to the CUSTOMER under the terms of this AGREEMENT.

“CONTROL, CONTROLS or CONTROLLED” means the power to direct or influence the management, functioning, or policy building of an entity, through ownership interest, voting rights, contractual terms, or otherwise.

“CONFIDENTIAL INFORMATION” has the meaning set forth in Section 5.1 (CONFIDENTIAL INFORMATION).

“CUSTOMER” means the individual or organization who has contracted with MECHADEMY for the use of the PRODUCTS.

“CUSTOMER CONTENT” means all content and material provided by the CUSTOMER or its USERS or received by MECHADEMY on behalf of the CUSTOMER.

“DISCLOSING PARTY” has the meaning set forth in Section 5.1 (CONFIDENTIAL INFORMATION).

“EFFECTIVE DATE” means the calendar date on which the CUSTOMER accepts the AGREEMENT either by physical or digital signing or by accepting the terms on the TURBOMECHANICA PLATFORM.

“INTELLECTUAL PROPERTY RIGHTS” mean all property rights of human intellect including creativity concepts, inventions, industrial models, trademarks, symbols, names, brands, and other intellectual property, including without limitation all patents, copyrights, and trademarks.

“PARTIES” means collectively the CUSTOMER and MECHADEMY, and each of the CUSTOMER and MECHADEMY is a “PARTY.”

“PRODUCT(S)” means the PRODUCTS and/or Services offered by MECHADEMY on the TURBOMECHANICA PLATFORM.

“PURCHASE AGREEMENT” refers to the agreement between the PARTIES covering the purchase of PRODUCTS. The CUSTOMER may be subject to additional terms included in the PURCHASE AGREEMENT, which are hereby made an ADDENDA to this AGREEMENT.

“RECEIVING PARTY” has the meaning set forth in Section 5.1 (CONFIDENTIAL INFORMATION).

“THIRD-PARTY PRODUCTS” means any software, content, PRODUCT, or service incorporated, associated, or utilized in the PRODUCTS provided by any entity other than the PARTIES.

“TURBOMECHANICA” or “TURBOMECHANICA PLATFORM” means MECHADEMY's cloud-based big data platform designed for industrial machines and processes.

“USER” means any individual who accesses the TURBOMECHANICA PLATFORM using an authorized account with access credentials provided by MECHADEMY.

  1. GENERAL PROVISIONS AND USE OF PRODUCTS

2.1. By accepting the AGREEMENT or using the PRODUCTS, the CUSTOMER:

  • Represents and warrants to have read this AGREEMENT and agrees that the CUSTOMER is legally bound by its terms and conditions.
  • If the CUSTOMER is a business organization, the person accepting the AGREEMENT has the authority to bind the organization.

2.3. Right to Use: MECHADEMY grants the CUSTOMER a non-exclusive, non-transferable, limited right to use the PRODUCTS as specified in the PURCHASE AGREEMENT, subject to compliance with all contractual obligations.

2.4. Evaluation of PRODUCTS and Free PRODUCTS: For evaluation or free trials, MECHADEMY offers no warranties, maintenance, or support services.

  1. PAYMENTS AND INVOICING

3.1. Invoicing:

MECHADEMY shall provide the CUSTOMER with an invoice specifying the fees for the PRODUCTS in accordance with the invoicing schedule set forth in the PURCHASE AGREEMENT.

3.2. Payment:

The CUSTOMER shall pay MECHADEMY for all invoices in accordance with the payment schedule set forth in the PURCHASE AGREEMENT.

3.3. Taxes:

Unless otherwise agreed to in the PURCHASE AGREEMENT, the CUSTOMER will pay all applicable sales, value-added, or other similar taxes imposed on the PRODUCTS.

If MECHADEMY is required to pay any such taxes, CUSTOMER shall reimburse MECHADEMY for such amounts.

If CUSTOMER is required by law to make any tax withholding from amounts paid or payable to MECHADEMY under the AGREEMENT:

  • The amount paid or payable shall be increased to ensure MECHADEMY receives a net amount equal to what it would have received without any tax withholding.
  • The CUSTOMER shall provide proof of such withholding to MECHADEMY.

3.4. Non-Refundable Fees:

CUSTOMER accepts and agrees that one-time fees for setup, installation, software purchase, deployment, site visits, etc., will be non-cancellable and non-refundable, unless otherwise expressly stated in the PURCHASE AGREEMENT.

  1. INTELLECTUAL PROPERTY RIGHTS

4.1. MECHADEMY Ownership:

MECHADEMY shall be the sole owner of the INTELLECTUAL PROPERTY RIGHTS to all processes, algorithms, designs, PRODUCTS, knowledge, insights, and derivative works related to the PRODUCT.

4.2. CUSTOMER CONTENT:

MECHADEMY shall have no ownership rights in any CUSTOMER CONTENT. The CUSTOMER grants MECHADEMY a global, royalty-free, irrevocable, nonexclusive license to use CUSTOMER CONTENT for service provision.

4.3. Non-Assertion of Rights:

The CUSTOMER agrees not to assert any claims against MECHADEMY regarding INTELLECTUAL PROPERTY RIGHTS in the PRODUCTS and DOCUMENTATION.

4.4. Suggestions and Residual Knowledge:

MECHADEMY retains the right to use any feedback from the CUSTOMER to enhance its PRODUCTS. Additionally, MECHADEMY is free to use its general knowledge, skills, and experience derived from performing the AGREEMENT.

  1. CONFIDENTIALITY

5.1. CONFIDENTIAL INFORMATION:

During the term of the AGREEMENT, confidential or proprietary information may be disclosed orally or physically by either PARTY (the “DISCLOSING PARTY”) to the other PARTY (the “RECEIVING PARTY”).

“CONFIDENTIAL INFORMATION” refers to all information made available by the DISCLOSING PARTY to the RECEIVING PARTY that is either marked as confidential or is reasonably considered confidential in either PARTY’s line of business.

CONFIDENTIAL INFORMATION may include information in the form of, but not limited to, technical documentation, process methodologies, design data, concepts, product specifications, operational data, business listings, or other documents, including confidential or proprietary information of a THIRD-PARTY.

CONFIDENTIAL INFORMATION shall not include any information, which is:

  • In the RECEIVING PARTY’S possession prior to its receipt from the DISCLOSING PARTY
  • Independently developed by the RECEIVING PARTY without use of the CONFIDENTIAL INFORMATION,
  • Acquired by the RECEIVING PARTY from a THIRD-PARTY which was not, to the RECEIVING PARTY’S knowledge, under an obligation to the DISCLOSING PARTY not to disclose such information,
  • Becomes publicly available through no breach of this AGREEMENT by the RECEIVING PARTY.

5.2. Confidentiality Obligations:

Ownership of the CONFIDENTIAL INFORMATION shall be retained by the DISCLOSING PARTY or the THIRD-PARTY whose CONFIDENTIAL INFORMATION was disclosed.

RECEIVING PARTY agrees to:

  • Protect the DISCLOSING PARTY’s CONFIDENTIAL INFORMATION with reasonable care and in a manner no less than that used to protect the RECEIVING PARTY’s own CONFIDENTIAL INFORMATION;
  • Use the DISCLOSING PARTY’S CONFIDENTIAL INFORMATION solely for the purpose outlined in the AGREEMENT;
  • Not disclose any of the DISCLOSING PARTY’S CONFIDENTIAL INFORMATION to any entity without the DISCLOSING PARTY's prior written consent;
  • Disclose the DISCLOSING PARTY’S CONFIDENTIAL INFORMATION to only those AFFILIATES, employees, contractors, or agents who need to know CONFIDENTIAL INFORMATION in order to support the RECEIVING PARTY's obligations pursuant to the AGREEMENT. Such an entity must be instructed to comply with the obligations of confidentiality contained in the AGREEMENT. The RECEIVING PARTY will be responsible for any breach of this Section 5 (Confidentiality) by any such person or entity;
  • Return or destroy all CONFIDENTIAL INFORMATION upon termination of the AGREEMENT or upon written request by the DISCLOSING PARTY; and
  • In any event, MECHADEMY shall not be required to return or destroy any of CUSTOMER’S CONFIDENTIAL INFORMATION whose return, or destruction is impractical or technically infeasible or adversely affects the functioning of the PRODUCTS.

The confidentiality obligations stated herein will expire three (3) years after the termination or expiration of the AGREEMENT.

The RECEIVING PARTY may disclose CONFIDENTIAL INFORMATION if and as required by applicable law, or by an order of a court or governmental agency, provided the RECEIVING PARTY shall first, to the extent permitted by applicable law, notify the DISCLOSING PARTY of the requirement and offer the DISCLOSING PARTY an opportunity to seek a protective order relating to such disclosure at its expense.

The CUSTOMER hereby authorizes MECHADEMY to collect, use, disclose, and modify, in perpetuity, information or data (including, but not limited to, general usage information and measurements) that is provided by CUSTOMER in connection with the use or receipt of the PRODUCTS (or generated or created in the course of MECHADEMY providing the PRODUCTS) for the purposes of developing, improving, optimizing, and delivering PRODUCTS; provided, however, that any disclosure of such data shall only include information or data that MECHADEMY develops or derives from such collected data or information (but such disclosure will not include any CONFIDENTIAL INFORMATION of CUSTOMER).

5.3. Press Releases and Client List Reference:

Neither PARTY shall issue any press release concerning the relationship of the PARTIES or the other PARTY's work without the other PARTY's prior written consent.

Notwithstanding the foregoing, MECHADEMY may identify CUSTOMER as a client of MECHADEMY and use CUSTOMER’S name and logo and release an announcement regarding the existence of the AGREEMENT and MECHADEMY is hereby granted a license for the term of the AGREEMENT to use CUSTOMER’S name and logo for this purpose.

MECHADEMY may generally describe the nature of the work pursuant to the AGREEMENT in MECHADEMY's promotional materials, presentations, case studies, qualification statements, and proposals to other current and prospective clients.

  1. DATA PROTECTION

6.1. CUSTOMER CONTENT:

The CUSTOMER is responsible for providing accurate, good-quality, reliable and legally permissible CUSTOMER CONTENT, delivered in a manner suitable for its use in the PRODUCTS.

CUSTOMER has sole responsibility for securing all rights and permissions for the performance, receipt or use of the CUSTOMER CONTENT.

MECHADEMY shall advise the CUSTOMER on the format, structure, delivery mode and periodicity of the CUSTOMER CONTENT for its use in the PRODUCTS.

6.2. Security:

MECHADEMY will maintain reasonable security standards for the use of the PRODUCTS by USERS. CUSTOMER will provide reasonable assistance in connection with the provision of the PRODUCTS and the support by MECHADEMY. CUSTOMER acknowledges and agrees that CUSTOMER’S reasonable assistance is a necessary precondition for MECHADEMY's correct performance of its obligations under the AGREEMENT.

CUSTOMER is solely responsible for determining the suitability of the PRODUCTS for CUSTOMER’S business processes and for complying with all applicable legal requirements regarding CUSTOMER CONTENT and its use of the PRODUCTS.

  1. DISCLAIMER OF WARRANTIES:

MECHADEMY disclaims all warranties, representations, or statements, express or implied, except for the express representations and warranties set forth in the AGREEMENT, including the PURCHASE AGREEMENT, or any warranties implied by law that cannot be validly waived. Without limiting the foregoing, MECHADEMY disclaims any warranties of merchantability or fitness for a particular purpose.

No oral or written statement by MECHADEMY or its representatives shall in any way increase the scope of the warranties set forth in the AGREEMENT or the PURCHASE AGREEMENT.

MECHADEMY does not warrant:

  • The functionality of the PRODUCTS beyond the scope of work set forth in the PURCHASE AGREEMENT;
  • The compatibility of the PRODUCTS with THIRD-PARTY PRODUCTS and services other than those specified in MECHADEMY's DOCUMENTATION (as applicable);
  • Uninterrupted or error-free operation of the PRODUCTS due to reasons including but not limited to transmission errors, delivery failures, delays and other limitations inherent to internet and electronic communications; or
  • Risks to the CUSTOMER’S systems, software, data and equipment against security threats, internet threats or other threats or interruptions.
  1. LIMITATION OF LIABILITY

8.1. No Consequential Damages:

MECHADEMY shall have no liability for any indirect, incidental, consequential, exemplary, special, punitive or similar damages arising out of or related to the AGREEMENT (including, without limitation, loss of business, profits, revenue, loss, corruption or destruction of data, business interruption, or downtime), regardless of the cause of action or basis of liability (whether in contract, tort, indemnity, or otherwise), and even if advised of the possibility of such damages.

8.2. Damages Cap:

Notwithstanding the basis of any liability (breach of contract, tort, negligence, misrepresentation, breach of statutory duty, breach of warranty or claims by THIRD PARTIES), the aggregate liability of MECHADEMY to the CUSTOMER for any loss or damage in relation to the AGREEMENT shall not exceed the fees paid by CUSTOMER pursuant to the applicable PURCHASE AGREEMENT for the specific PRODUCT giving rise to such liability in the twelve (12) month period preceding the date of the incident giving rise to the claim.

  1. INFRINGEMENT CLAIMS AND INDEMNIFICATION

9.1. Infringement Claims:

In the event of any valid claim by any THIRD-PARTY that CUSTOMER’S use of the PRODUCTS in accordance with the terms and conditions of the AGREEMENT constitutes an infringement or misappropriation of a patent, copyright, or trade secret of a THIRD-PARTY, MECHADEMY shall, in its discretion:

  • Modify the applicable PRODUCTS to be non-infringing, or
  • Procure for CUSTOMER the right to continue using the PRODUCTS or replace or modify the PRODUCTS to be non-infringing without a material decrease in functionality, or
  • Terminate the applicable portion(s) of the Purchase Order and refund any amounts prepaid by CUSTOMER.

This obligation of MECHADEMY shall not apply if the alleged infringement or misappropriation arises from:

  • Use of the PRODUCTS in conjunction or combination with any other software, services, or any PRODUCT, data, item, or apparatus that MECHADEMY did not provide (including any THIRD-PARTY PRODUCTS);
  • Anything CUSTOMER provides or designs including configurations, instructions, or specifications (including any PRODUCTS that were provided pursuant to CUSTOMER’S designs, drawings, or specifications);
  • Modification of the PRODUCTS other than with MECHADEMY's prior written consent;
  • CUSTOMER’S failure to use the latest release or version of a PRODUCT (including any corrections or enhancements) where such use would have prevented the infringement or misappropriation claim;
  • Any use, storage, distribution, reproduction, or maintenance not permitted by the AGREEMENT.

If MECHADEMY believes, in its reasonable opinion, that a claim under this Section 9.1 could or is likely to be made, MECHADEMY may cease to offer or deliver such PRODUCTS and terminate any applicable PURCHASE ORDER.

The provisions of this Section 9.1 set forth the sole, exclusive, and entire liability of MECHADEMY to CUSTOMER, and comprise CUSTOMER’S sole remedy, with respect to THIRD-PARTY claims covered by Section 9.1.

9.2. Indemnification by CUSTOMER:

CUSTOMER shall defend, indemnify, and hold harmless MECHADEMY and its AFFILIATES (and each of their licensors) and each of their respective officers, directors, contractors, agents, and employees ("MECHADEMY INDEMNITEES") against claims brought against MECHADEMY INDEMNITEES by any THIRD-PARTY arising from or related to:

  • Any use of the PRODUCTS by CUSTOMER in violation of the AGREEMENT or any applicable law or regulation;
  • Any CUSTOMER CONTENT; or
  • An allegation that the CUSTOMER CONTENT or other material provided by the CUSTOMER or use of the PRODUCTS by the CUSTOMER in violation of the AGREEMENT or applicable law or regulation, violates, infringes, or misappropriates the INTELLECTUAL PROPERTY RIGHTS of a THIRD-PARTY.

The foregoing shall apply regardless of whether such damage is caused by the conduct of CUSTOMER and/or its NAMED USERS or by the conduct of a THIRD-PARTY using CUSTOMER’S access credentials or in any other circumstance.

  1. TERM AND TERMINATION

10.1. Term:

The Term of the AGREEMENT shall commence on the EFFECTIVE DATE and shall continue thereafter until the later of the termination of each Purchase Agreement or five (5) years.

10.2. PURCHASE AGREEMENT Term:

The term of each PURCHASE AGREEMENT shall commence on the EFFECTIVE DATE specified in the PURCHASE AGREEMENT and continue thereafter until:

  • the end of the term of the PURCHASE AGREEMENT as specified in the PURCHASE AGREEMENT; or
  • if no term is specified, until delivery of the PRODUCTS and fulfillment of all obligations of the PARTIES in accordance with the PURCHASE AGREEMENT.

10.3. Evaluation Term:

If CUSTOMER is using the PRODUCT on an evaluation basis or as a free trial, then the term for such PRODUCT will be specified in the PURCHASE AGREEMENT.

If no such term is specified, the term shall be forty-five (45) days from the date the PRODUCT is delivered.

10.4. Termination for Material Breach:

Either PARTY may terminate the AGREEMENT or a PURCHASE AGREEMENT for cause if the other PARTY commits a material breach of the AGREEMENT or PURCHASE AGREEMENT (including, without limitation, a delay in CUSTOMER’S payment of any money due under this AGREEMENT or any PURCHASE AGREEMENT) and fails to cure such breach within thirty (30) days (or with respect to CUSTOMER’S payment failure, within ten (10) days) of delivery of notice of default by the other PARTY.

10.5. Termination for Financial Deterioration:

Either PARTY may terminate the AGREEMENT or any PURCHASE AGREEMENT immediately upon notice to the other if the other PARTY files for bankruptcy, ceases or threatens in writing to cease carrying on business, becomes insolvent, or makes an assignment for the benefit of creditors.

  1. INSURANCE

For so long as any PURCHASE AGREEMENT remains in effect, MECHADEMY shall maintain, at its sole cost and expense, commercial general liability, workers' compensation, employer’s liability and professional liability insurance in an amount not less than $1 million USD in aggregate or in such other amount as may be specified in the PURCHASE AGREEMENT.

Additionally, MECHADEMY will maintain, at its sole cost and expense, any additional insurance as is required by applicable laws.

  1. THIRD-PARTY PRODUCTS

12.1. THIRD-PARTY PRODUCTS:

Unless otherwise agreed in writing by MECHADEMY, if THIRD-PARTY PRODUCTS are supplied by MECHADEMY to CUSTOMER, such THIRD-PARTY PRODUCTS are provided on a "pass-through" basis only and are subject to the terms and conditions of the THIRD-PARTY vendor, including but not limited to warranties, licenses, indemnities, limitation of liability, prices and changes thereto.

  1. TRAINING

MECHADEMY provides its standard training, e-training for PRODUCTS.

Any fees required for such training will be set forth in the applicable PURCHASE AGREEMENT.

  1. MISCELLANEOUS

14.1. Assignment:

The AGREEMENT shall extend to and be binding upon the PARTIES to the AGREEMENT, their successors, and permitted assigns, provided, however, that neither PARTY may assign or transfer the AGREEMENT (including any PURCHASE AGREEMENT) without the other PARTY's prior written consent, which shall not be unreasonably withheld, delayed or conditioned.

Notwithstanding the foregoing limitation, MECHADEMY may assign or transfer the AGREEMENT, in whole or in part, without obtaining the consent of CUSTOMER to an AFFILIATE, or in connection with the transfer or sale of all or substantially all of its business relating to the PRODUCTS, or in the event of a merger, divestiture, internal reorganization or consolidation.

14.2. Independent Contractor:

MECHADEMY is an independent contractor, and each PARTY agrees that no partnership, joint venture, agency, fiduciary, or employment relationship exists between the PARTIES.

14.3. Force Majeure:

Except for CUSTOMER’S payment obligations, neither PARTY shall be liable nor be deemed to have defaulted or breached the AGREEMENT in the event of any delay or failure of performance caused by "FORCE MAJEURE”, which shall include but not be limited to, acts or circumstances beyond the reasonable control of either Party including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to either Party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided notice thereof is given to the other PARTY as soon as practicable.

Any FORCE MAJEURE condition which delays or prevents a PARTY’s performance shall entitle the PARTY to an extension by a period of time equal to the period of delay incurred as a result of the FORCE MAJEURE or to any other period as the PARTIES may agree in writing.

14.4. Waiver:

The waiver (whether express or implied) by either PARTY of a breach or default of any of the provisions of the AGREEMENT (including any PURCHASE AGREEMENT) by the other PARTY shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either PARTY to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other PARTY.

14.5. Notices:

All notices and other communications required or permitted under the AGREEMENT will be in writing and delivered by confirmed transmission, by courier or overnight delivery service with written verification of receipt, or by registered or certified mail, return receipt requested, postage prepaid, and in each instance will be deemed given upon receipt.

All such notices, approvals, consents and other communications shall be sent to the addresses set forth on the PURCHASE AGREEMENT or to such other address as may be specified in writing by either PARTY to the other.

14.6. Invalidity and Severability:

If any provision of the AGREEMENT (including of any PURCHASE AGREEMENT) shall be found by any court to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of the AGREEMENT and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.

The PARTIES agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.

14.7. Survival of Provisions:

The provisions of the AGREEMENT that by their nature survive expiration or termination of the AGREEMENT will survive expiration or termination of the AGREEMENT, including, but not limited to, the following Sections:

  • 3 (Payments and Invoicing)
  • 4 (INTELLECTUAL PROPERTY RIGHTS)
  • 5 (Confidentiality)
  • 7 (Disclaimer of Warranties)
  • 8 (Limitation of Liability)
  • 9.2 (Indemnification by CUSTOMER)
  • 10 (Term and Termination)
  • 12 (THIRD-PARTY PRODUCTS)
  • 14 (Miscellaneous)

14.8. Governing Law and Jurisdiction:

The validity of the AGREEMENT and the rights, obligations and relations of the PARTIES under the AGREEMENT and in any dispute between them will be construed and determined under and in accordance with the substantive laws of the State of Texas, without regard to such state's principles of conflicts of law.

Each PARTY irrevocably agrees to submit to the exclusive jurisdiction of (and waives any objection to the venue of) the federal or state courts located in Harris County, Texas to determine any controversy or matter arising out of or in connection with this AGREEMENT.

To the extent otherwise applicable, the PARTIES hereto agree that the United Nations Convention on the International Sale of Goods will not apply to this AGREEMENT.

14.9. Export Restrictions:

The PARTIES agree to comply fully with all applicable international and national export laws, regulations, orders, decrees, and lists (collectively, "EXPORT CONTROL LAWS"), including, but not limited to, the U.S. Export Administration Regulations, the Office of Foreign Asset Control Regulations, and the EU Dual-Use Regulation 428/2009 (each as amended, updated, supplemented, or otherwise modified from time to time), as well as all applicable end-use and destination restrictions issued by the U.S., foreign governments, and supranational bodies to assure that no PRODUCT (or any part thereof) is:

  • exported, directly or indirectly, in violation of any EXPORT CONTROL LAWS, or
  • is intended to be used for any purpose prohibited by EXPORT CONTROL LAWS.

For the avoidance of doubt, the PARTIES agree that no data, information, or materials resulting from any PRODUCT will be exported, directly or indirectly, in violation of any applicable EXPORT CONTROL LAWS.

14.10. Sanctions:

Each PARTY agrees to comply with all UN, EU, US, UK and any other applicable jurisdiction's trade and economic sanctions laws, regulations, embargoes or similar restrictive measures ("SANCTIONS LAWS").

Each PARTY shall ensure that such PARTY and any distributors appointed by it will not resell any (or incorporate the PRODUCT or any part thereof in other products or services to be sold) to persons or entities:

  • in violation of SANCTIONS LAWS;
  • added to US Treasury Department's Office of Foreign Assets Control's Specially Designated Nationals and Blocked Persons List (the "OFAC SDN List"); or
  • added to the EU Consolidated List or any other applicable sanctions list, including the UK's Consolidated List of Financial Sanctions Targets, each as amended, updated or restated from time to time.

Each PARTY represents and warrants to the other that, to its knowledge, no member, employee, director or officer of such PARTY, any person acting on its behalf, is in violation of Sanctions Laws or designated on a UN, EU, US, UK or other applicable sanctions list (a "RESTRICTED PERSON") or CONTROLLED (directly or indirectly) by a RESTRICTED PERSON.

14.11. Waiver of Jury Trial:

Each PARTY waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any proceedings relating to the AGREEMENT or any performance or failure to perform of any obligation under the AGREEMENT.

14.12. Waiver of Right to Class Action:

Each PARTY waives, to the fullest extent permitted by applicable law, any right it may have to participate in a class action in respect of any proceedings relating to the AGREEMENT or any performance or failure to perform of any obligation under the AGREEMENT.

Each PARTY may only bring a claim against the other in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

14.13. THIRD-PARTY Beneficiary:

Except as expressly set forth in the AGREEMENT, the PARTIES do not intend to create rights for any person as a THIRD-PARTY beneficiary of the AGREEMENT.

14.14. Entire Agreement; Amendments; Execution:

The AGREEMENT constitutes the entire AGREEMENT between the PARTIES relating to its subject matter and supersedes all prior or contemporaneous representations, understandings or AGREEMENTS whether written or oral, relating to its subject matter.

The AGREEMENT will prevail over any additional, conflicting, or inconsistent terms and conditions that may be contained in any purchase order or other document furnished by CUSTOMER to MECHADEMY.

The AGREEMENT may be amended or modified only by a writing that is signed by or on behalf of both PARTIES.

The AGREEMENT may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

An executed facsimile or electronic copy of the AGREEMENT shall be construed as if it were an original.

TURBOMECHANICA PLATFORM TERMS AND CONDITIONS

The TURBOMECHANICA PLATFORM TERMS AND CONDITIONS (the "TURBOMECHANICA PLATFORM TERMS AND CONDITIONS") is appended to and forms an integral part of the AGREEMENT between MECHADEMY and the CUSTOMER.

  1. DEFINITIONS

Capitalized terms not otherwise defined herein have the meanings given to them in the TURBOMECHANICA TERMS AND CONDITIONS.

“ACCEPTABLE USE POLICY”

Means the then-current Acceptable Use Policy of MECHADEMY, which will be made available on the MECHADEMY website, and may be updated, modified, supplemented, or otherwise amended from time to time.

“ACCOUNT ADMINISTRATOR”

Means the personnel designated by the CUSTOMER who shall have the right to grant, revoke or edit USER access or USER roles on behalf of the CUSTOMER.

“ACCOUNT INFORMATION”

Means any information provided by the CUSTOMER to MECHADEMY to facilitate the access of a USER or an ACCOUNT ADMINISTRATOR on the TURBOMECHANICA PLATFORM. ACCOUNT INFORMATION may include, but not be limited to USER personal information, USERS CREDENTIALS, USAGE METRICS, or information on CUSTOMER’S business and AFFILIATES.

“CUSTOMER SUBMISSION”

Means any information, data (including PERSONAL DATA), software, text, image, audio, video, photograph or other content or material, in any format, that CUSTOMER or a USER posts, uploads, or otherwise submits on the TURBOMECHANICA PLATFORM.

“DATA CAPTURE RATE”

Means the minimum permissible duration between consecutive data inputs received and stored on the TURBOMECHANICA PLATFORM. Data submitted at a rate faster than the DATA CAPTURE RATE may not be stored appropriately. The PURCHASE AGREEMENT may specify DATA CAPTURE RATES agreed with the CUSTOMER.

“DATA POINT”

Means a distinct unit of data, for example – an input from a sensor to the TURBOMECHANICA PLATFORM.

“DATA SOURCE”

Means any device, equipment, sensor or system from which one or more data points originate and are delivered to the TURBOMECHANICA PLATFORM. The PURCHASE AGREEMENT may specify CUSTOMER’S DATA SOURCES from which data points are to be captured.

“DOCUMENTATION”

Means any physical manuscript or digital text supplied by MECHADEMY or a THIRD-PARTY bearing information on technical specifications or product credentials, know-how, operations, training and safety or other documentation pertaining to the PRODUCTS. DOCUMENTATION may be revised, supplemented, or amended by MECHADEMY from time to time.

“NAMED USER”

Means a specific individual identifiable by a username, who has been granted access to the TURBOMECHANICA PLATFORM by an ACCOUNT ADMINISTRATOR or by MECHADEMY. The username of a NAMED USER shall remain unique and shall be identified using one, more or all of the following:

  • (i) Login credentials or other information used to grant USER access to the TURBOMECHANICA PLATFORM,
  • (ii) Internet address, network address, web cookies, equipment identifier, International Mobile Equipment Identity (IMEI), or
  • (iii) Other information that recognizes the device used to access the Product.

“PERMITTED THIRD-PARTY”

Means any THIRD-PARTY specified in the PURCHASE AGREEMENT. A PERMITTED THIRD-PARTY may be required to execute a joinder to the Agreement and to the applicable PURCHASE AGREEMENT if requested by MECHADEMY.

“PERSONAL DATA”

Means any information relating to an individual who can be identified, directly or indirectly, in particular by reference to a physical, physiological, genetic, mental, economic, cultural, or social identifier such as name, identification number, location data, online identifier, or to one or more factors specific to the identity of that natural person.

“PRIVACY POLICY”

Means the then-current TURBOMECHANICA PRIVACY POLICY, which will be made available on the MECHADEMY website and the TURBOMECHANICA PLATFORM, and may be updated, modified, supplemented, or otherwise amended from time to time.

“REPRESENTATIVES”

Mean any employees, officers, representatives, agents, directors, members or advisers of a PARTY.

“SERVICE LEVEL”

Means any service level for a PRODUCT that is set forth in the PURCHASE AGREEMENT Schedule for the PRODUCT.

“THIRD-PARTY CONTENT”

Means all data and information whose ownership does not reside with either PARTY and which is:

  • (i) Submitted by a PARTY to the other PARTY,
  • (ii) Obtained, developed, or produced in connection with the provision, receipt, or use of the PRODUCTS, or
  • (iii) To which MECHADEMY has access in connection with the provision of the PRODUCTS.

“USAGE METRICS”

Means any information or data that is reasonably necessary to understand, aggregate, compute, measure, or support CUSTOMER’S use of the PRODUCTS.

“USERS CREDENTIALS”

Mean the username and password of each USER as provided by MECHADEMY to access the TURBOMECHANICA PLATFORM.

  1. RESERVED
  1. USE OF PRODUCTS

3.1. Use of PRODUCTS:

MECHADEMY shall grant to the CUSTOMER a non-exclusive, worldwide, non-transferable, non-sublicensable, limited, revocable right to allow the use of the TURBOMECHANICA PLATFORM provided that:

  • The CUSTOMER will be allowed the use of only specific elements of the PRODUCTS for a specific period of time as specified in the PURCHASE AGREEMENT. Upon termination of the term of the PURCHASE AGREEMENT, the CUSTOMER shall not be able to access or use the PRODUCT or DOCUMENTATION;
  • The CUSTOMER complies with all obligations pursuant to the PURCHASE AGREEMENT, including all payments as specified therein;
  • The CUSTOMER complies with all the terms and conditions set forth in this AGREEMENT.
  • The CUSTOMER shall use the PRODUCTS solely for the internal business operations of the CUSTOMER;
  • CUSTOMER shall not make the PRODUCTS accessible or available for use by AFFILIATES or PERMITTED THIRD PARTIES unless expressly permitted in the PURCHASE AGREEMENT; and
  • CUSTOMER will always be liable for any acts or omissions of its USERS, AFFILIATES, and PERMITTED THIRD PARTIES.

3.2. Restrictions on Use:

Copy Restrictions:

The TURBOMECHANICA PLATFORM, PRODUCT and DOCUMENTATION are subject to protection by copyright laws and international treaties.

Copying of the TURBOMECHANICA PLATFORM, PRODUCT or DOCUMENTATION in whole or in part is prohibited, unless authorized by MECHADEMY in writing.

In the event copying of any part of the TURBOMECHANICA PLATFORM, PRODUCT or DOCUMENTATION is permitted by MECHADEMY, the CUSTOMER or THIRD-PARTY authorized shall duly display all titles, trademarks, copyright and restricted rights notices on all such copies.

Use Restrictions:

The rights of use under this AGREEMENT provide the CUSTOMER restricted rights to use and access the PRODUCTS.

All other rights and privileges relating to the PRODUCTS shall belong to MECHADEMY or its licensors.

The CUSTOMER in entering this AGREEMENT shall not acquire any rights, express or implied, other than the rights specified in the AGREEMENT or the PURCHASE AGREEMENT.

CUSTOMER’S use of the PRODUCTS shall be limited to the extent specified in the AGREEMENT or the PURCHASE AGREEMENT, except to the extent applicable law provides the CUSTOMER additional rights, in which case the rights of use shall be restricted to the maximum extent permitted by applicable law.

The CUSTOMER further agrees that, unless expressly permitted by an applicable law, or duly authorized in writing by MECHADEMY, or expressly permitted in the AGREEMENT, PURCHASE AGREEMENT or DOCUMENTATION, neither the CUSTOMER nor any THIRD-PARTY authorized by the CUSTOMER shall be permitted to:

  • Reverse engineer, reproduce, decompile, recompile, disassemble, merge, modify, adapt or translate the PRODUCTS or DOCUMENTATION or part thereof, or create derivative works based on the PRODUCTS or DOCUMENTATION;
  • Incorporate the PRODUCTS into any other product or service or offering;
  • Remove, obliterate, destroy, minimize, block or modify any logos, trademarks, copyright, digital watermarks, or other notices of MECHADEMY or its licensors that are included in the PRODUCTS;
  • Work around any technical limitations in the PRODUCTS;
  • Make unauthorized copies of the PRODUCTS;
  • Circulate, distribute, publish, make available, transfer, sublicense, rent, lease, sell, lend, distribute, outsource, share, commercially exploit, or assign any part of the PRODUCTS;
  • Transfer the PRODUCTS to another location or to other equipment;
  • Input, output or store any content that is libelous, unlawful or tortious or in violation of any applicable law, privacy rights or INTELLECTUAL PROPERTY RIGHTS;
  • Compromise, disclose or make available any security feature of the PRODUCTS, including but not limited to network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing;
  • Access, use or apply the PRODUCTS in a manner inconsistent with the DOCUMENTATION, the AGREEMENT or the PURCHASE AGREEMENT; or
  • Harness any portion or application of the PRODUCTS to develop, conceptualize, support or build any products or services competitive to the PRODUCTS or any other products or services of MECHADEMY.

3.3. Acceptable Use Policy:

CUSTOMER shall comply with the Acceptable Use Policy and shall not use or permit the use of the PRODUCTS in a manner that violates the Acceptable Use Policy, which is incorporated herein by reference.

3.4. Other Terms of Use:

The CUSTOMER’S use of the PRODUCTS shall also be governed by the terms of use of the various THIRD-PARTY software, tools, applications, or products which are integral to the PRODUCTS or the TURBOMECHANICA PLATFORM.

  1. PROVISION OF PRODUCTS

4.1. Provision of PRODUCT:

MECHADEMY will provide the PRODUCTS on the TURBOMECHANICA PLATFORM in accordance with the AGREEMENT.

4.2. Subscription Models:

MECHADEMY offers various subscription models for the PRODUCTS to the CUSTOMER. The terms and conditions applicable to each subscription model shall be as specified in the applicable PURCHASE AGREEMENT.

4.4. Disclaimer of THIRD-PARTY PRODUCTS:

MECHADEMY may offer the CUSTOMER use, access, or purchase of THIRD-PARTY PRODUCTS either directly or through the TURBOMECHANICA PLATFORM, the PRODUCTS, or external websites.

  • Such use, access, or purchase of THIRD-PARTY PRODUCTS shall be solely governed by the contract between the CUSTOMER and the THIRD-PARTY and shall be at CUSTOMER’S own risk; and
  • MECHADEMY disclaims all warranty, liability, or obligation relating to such THIRD-PARTY PRODUCTS.

4.5. Modifications or Discontinuance of Content:

So long as the same does not violate the terms of any PURCHASE ORDER, at any time, MECHADEMY may modify or discontinue:

  • Any content developed by MECHADEMY that is made available or accessible through the TURBOMECHANICA PLATFORM, the PRODUCTS, or the DOCUMENTATION, including but not limited to text, audio, video, images, technical drawings, engineering specifications, software, data, models, samples, libraries, standards, information, programming interfaces, code, command line tools, proofs of concept, templates, or any related technology.
  • Any CUSTOMER CONTENT that violates the AGREEMENT.

4.6. Modifications or Discontinuance of PRODUCTS:

So long as the same does not violate the terms of any PURCHASE ORDER, at any time, MECHADEMY may modify or update the features, specifications, or functionality of, or discontinue, any PRODUCT or DOCUMENTATION, in whole or in part.

4.7. Collection of Metrics:

MECHADEMY and/or its licensors may record and analyze various metrics including, but not limited to usage, billing, performance, or other information concerning the use, access, or functioning of the PRODUCTS:

  • For MECHADEMY's internal processes, compliance, or product improvement;
  • To ensure compliance of the PARTIES with the AGREEMENT; or
  • To detect and prevent fraud.
  1. SECURITY MEASURES AND DATA PRIVACY

5.1. Security Measures:

MECHADEMY will implement reasonable measures to secure and protect the PRODUCTS against accidental or unlawful loss, access, or disclosure.

MECHADEMY shall not be liable for any security breaches, including but not limited to those by computer hackers, unlawful entry, unauthorized access, or theft beyond MECHADEMY’s CONTROL.

5.2. Usage of PERSONAL DATA:

No PERSONAL DATA shall be uploaded by the CUSTOMER as CUSTOMER CONTENT except for the express purpose of setting up USER’S CREDENTIALS for access to the PRODUCTS.

MECHADEMY shall use PERSONAL DATA in accordance with the then-current TURBOMECHANICA PRIVACY POLICY.

5.3. CUSTOMER Security Requirements:

CUSTOMER shall be responsible for reviewing the security features associated with the PRODUCTS and determining if the security features meet the CUSTOMER’S requirements for the use of the PRODUCTS.

CUSTOMER shall also be responsible for determining and implementing controls and measures to secure CUSTOMER CONTENT provided by the CUSTOMER to the TURBOMECHANICA PLATFORM.

  1. CUSTOMER OBLIGATIONS AND CONTENT

6.1. CUSTOMER CONTENT:

The CUSTOMER is responsible for obtaining all rights concerning the CUSTOMER CONTENT provided by the CUSTOMER to the TURBOMECHANICA PLATFORM.

The CUSTOMER hereby grants MECHADEMY, its AFFILIATES, and its subcontractors all necessary rights and permissions to the CUSTOMER CONTENT to use, copy, store, host, distribute, provide, transmit, process, modify, display, perform, make disclosures, obtain licenses, permits, approvals, or consents to the extent required to fulfill MECHADEMY's obligations under the AGREEMENT.

The CUSTOMER is solely responsible for the accuracy, quality, integrity, legality, vulnerability, reliability, and appropriateness of the CUSTOMER CONTENT.

The CUSTOMER is also responsible for any system or security breach arising from the CUSTOMER CONTENT, including any viruses, Trojan horses, worms, or other harmful programming routines contained in the CUSTOMER CONTENT.

MECHADEMY shall not be responsible for the security, integrity, or confidentiality of any CUSTOMER CONTENT disclosed by the CUSTOMER to any THIRD-PARTY.

6.2. Provision of Information:

CUSTOMER shall provide details of at least one Account Administrator in order to use or access the PRODUCTS.

MECHADEMY or the Account Administrator may subsequently register other USERS and create USERS CREDENTIALS for their access to the PRODUCTS.

USERS CREDENTIALS shall remain personal, and neither PARTY nor their respective AFFILIATES or subcontractors may sell, transfer, sublicense, or assign the USERS CREDENTIALS to any other individual or entity.

6.3. Specific CUSTOMER Responsibilities:

The CUSTOMER is responsible and liable for its own and its USERS' use of the PRODUCTS.

Unless otherwise specified in the PURCHASE AGREEMENT, the CUSTOMER is responsible to ensure:

  • All USERS are aware of the terms of the AGREEMENT;
  • Payment of all fees and charges for all its USERS who have been granted access to the PRODUCTS;
  • No USER CREDENTIALS are used by more than one individual USER;
  • The use and access of the PRODUCTS does not violate any applicable law, MECHADEMY policy, or the AGREEMENT;
  • Provision of all reasonably necessary information and infrastructure at CUSTOMER’S end to allow MECHADEMY to fulfill its obligations under the AGREEMENT;
  • The USERS CREDENTIALS are kept confidential and secure. MECHADEMY shall not be responsible for any unauthorized access through CUSTOMER’S USERS CREDENTIALS;
  • The CUSTOMER CONTENT and CUSTOMER’S network and systems are compatible with the TURBOMECHANICA PLATFORM requirements;
  • The accuracy, legality, reliability, integrity, and quality of all CUSTOMER submissions;
  • Procurement and maintenance of systems, network connections, and telecommunications links required to access the PRODUCTS; and
  • Deploying reasonable measures to prevent unauthorized use of or access to the PRODUCTS. The CUSTOMER shall promptly notify MECHADEMY immediately upon becoming aware of any unauthorized use or access.

6.4. No Special or Specific Data:

Unless agreed by MECHADEMY in writing, the CUSTOMER may not introduce any CUSTOMER CONTENT into the TURBOMECHANICA PLATFORM that is subject to any data security or data protection obligations, or governmental regulations, including, but not limited to:

  • The Health Insurance Portability and Accountability Act of 1996 (HIPAA);
  • Gramm-Leach-Bliley Act of 1999 (GLB);
  • All applicable laws and non-governmental standards protecting PERSONAL DATA such as Payment Card Industry Data Security Standard (PCI-DSS) and Payment Application Data Security Standard (PA-DSS);
  • All laws concerning the protection, transport, storage, use, and processing of data such as the EU General Data Protection Regulation (GDPR); and
  • All applicable laws similar to those laws listed in Section 6.4, Subsections (i) through (iv).

6.5. Return of CUSTOMER CONTENT During the Term:

During the Term of the AGREEMENT, the CUSTOMER may at any time request MECHADEMY in writing to return any CUSTOMER CONTENT associated with or introduced into the TURBOMECHANICA PLATFORM.

Upon receipt of such a request, MECHADEMY shall, at CUSTOMER’S expense, deploy reasonable efforts to return or remove from the PRODUCTS such CUSTOMER CONTENT within sixty (60) days after receipt of such request, in the manner and format deemed most appropriate by MECHADEMY.

6.6. Return of CUSTOMER CONTENT Following Expiration or Termination:

At the end of the Term of the AGREEMENT or upon termination of the PURCHASE AGREEMENT, upon CUSTOMER’S request and at CUSTOMER’S expense, MECHADEMY shall deploy reasonable efforts to return or remove from the PRODUCTS such CUSTOMER CONTENT within sixty (60) days after receipt of such request, in the manner and format deemed most appropriate by MECHADEMY, except where required to retain such CUSTOMER CONTENT in accordance with applicable law.

Following the sixtieth (60th) day after the end of the Term of the AGREEMENT or the termination of the PURCHASE AGREEMENT, MECHADEMY shall have no obligation to continue to hold, store, export, delete, or return any CUSTOMER CONTENT.

6.7. CUSTOMER CONTENT Inclusion and Exclusions:

  • Any THIRD-PARTY PRODUCTS introduced by the CUSTOMER or its USERS into the TURBOMECHANICA PLATFORM shall be deemed to be included in CUSTOMER CONTENT.
  • Any THIRD-PARTY PRODUCTS made available by MECHADEMY to the CUSTOMER shall be deemed to not be included in CUSTOMER CONTENT.

The CUSTOMER is solely responsible for CUSTOMER’S compliance with any applicable laws, rules, and regulations.

The CUSTOMER is also responsible for ensuring that the PRODUCTS meet all technical, functional, legal, or other requirements necessary to fulfill the CUSTOMER’S compliance obligations.

6.9. Data Retention System:

Neither the TURBOMECHANICA PLATFORM nor the PRODUCTS are intended to serve as data or document storage utilities.

Limited CUSTOMER CONTENT may be stored periodically on the TURBOMECHANICA PLATFORM to enable the desired functioning of the PRODUCT. The CUSTOMER is responsible for backing up all CUSTOMER CONTENT using suitable resources at their own cost.

  1. SUSPENSION OF PRODUCTS

7.1. Suspension Rights:

MECHADEMY may suspend any CUSTOMER’S or USER’s access to or use of the TURBOMECHANICA PLATFORM or the PRODUCTS if it believes such access or use is likely to:

  • Adversely affect the functionality of the PRODUCTS, any THIRD-PARTY PRODUCT, or the access and use of other MECHADEMY CUSTOMERS;
  • Pose a security risk to MECHADEMY or others; or
  • Violate any applicable laws, the AGREEMENT, or the PURCHASE AGREEMENT.

MECHADEMY shall, to the extent practicable, notify the CUSTOMER in advance of any such suspension.

7.2. Restoration of PRODUCTS:

If no termination of the applicable PURCHASE AGREEMENT has occurred, MECHADEMY will make reasonable efforts to restore access to the TURBOMECHANICA PLATFORM or the PRODUCTS as soon as practicable, once the CUSTOMER resolves the issue that caused the suspension.

7.3. Material Breach of AGREEMENT:

Any suspension event described in Section 7.1 shall constitute a material breach of the AGREEMENT.

  1. SERVICE LEVELS

Unless it would breach a PURCHASE AGREEMENT, MECHADEMY reserves the right to amend, suspend, or terminate any Service Levels at its discretion.

MECHADEMY will provide thirty (30) days’ prior notice to the CUSTOMER before making any such changes.

  1. DISCLAIMER

MECHADEMY shall not be liable for:

  • Any expenses, costs, investments, or obligations related to the CUSTOMER’S or USER’S access or use of the PRODUCTS;
  • Any information, product, or service provided by a THIRD-PARTY to MECHADEMY relating to the functionality of the PRODUCTS;
  • Unauthorized access or use of the PRODUCTS by any party using USERS CREDENTIALS without permission; or
  • Temporary unavailability of the PRODUCTS or any part thereof.
  1. HIGH RISK USE

MECHADEMY does not guarantee that the PRODUCTS are error-free, fault-free, or will operate without interruption.

The CUSTOMER shall not use the PRODUCTS in any high-risk environment where their failure could result in:

  • Fatality or bodily injury to any individual;
  • Material damage; or
  • Environmental damage.
  1. AUDITS AND VERIFICATION

11.1. Record Keeping:

During the Term of the AGREEMENT and for a period of two (2) years afterward, the CUSTOMER must accurately maintain complete records related to the location and use of the PRODUCTS.

These records shall be available to MECHADEMY upon request to facilitate its audit rights under Section 11.2.

11.2. Audit Right:

During the Term of the AGREEMENT and for a period of two (2) years thereafter, the CUSTOMER shall permit MECHADEMY and/or its designated Auditor to conduct audits once annually upon request. These audits may be conducted remotely or on-site and may involve examining:

  • CUSTOMER’S records, systems, personnel, and facilities;
  • The CUSTOMER’S or USERS’ access or use of the PRODUCTS;
  • Compliance with the AGREEMENT or PURCHASE AGREEMENT; and
  • Other relevant information regarding the PRODUCTS.

Audits will take place during regular business hours, and the CUSTOMER shall provide full cooperation during the audit process.

Additionally, MECHADEMY reserves the right to conduct remote audits using the inherent functionalities of the PRODUCTS at any time.

If an audit reveals that the CUSTOMER has breached the AGREEMENT or PURCHASE AGREEMENT, accessed or used the PRODUCTS beyond permitted measures, or underpaid any fees, the CUSTOMER shall be responsible for all audit-related costs incurred by MECHADEMY.

11.3. Compliance Certificate:

Upon MECHADEMY’s request, the CUSTOMER shall submit a signed certificate of compliance affirming that the CUSTOMER has adhered to the terms of the AGREEMENT regarding the access and use of the PRODUCTS.

The CUSTOMER shall provide the compliance certificate within thirty (30) days of receiving MECHADEMY's written request. However, MECHADEMY will not request more than one compliance certificate per year.

  1. SUPPORT SERVICES AND MAINTENANCE

All support and maintenance services provided by MECHADEMY for the PRODUCTS will be governed by MECHADEMY's then-current maintenance and support policies. The CUSTOMER may refer to those policies for detailed information on the scope of support available.

  1. SUBCONTRACTORS AND DATA CENTERS

13.1. Use of Subcontractors:

MECHADEMY may subcontract, host, perform, or outsource certain functionalities or components of the PRODUCTS. This may include, but is not limited to:

  • Data hosting and storage;
  • Service administration;
  • Product support and maintenance;
  • Disaster recovery services;
  • System security management;
  • Data monitoring and analysis; and
  • Consulting or related services.

13.2. Global Data Operations:

CUSTOMER’S use of the PRODUCTS may involve the collection, transfer, processing, or storage of CUSTOMER CONTENT across various geographic regions. CUSTOMER CONTENT may be processed in data centers located worldwide, as determined by MECHADEMY.

13.3. Third-Party Providers:

MECHADEMY reserves the right to engage THIRD-PARTY providers for the provision of any part of the PRODUCTS. MECHADEMY may substitute or modify its agreements with such THIRD-PARTIES at any time without requiring CUSTOMER’s prior approval.

  1. DISCLAIMER OF WARRANTIES
  1. INDEMNIFICATION

The CUSTOMER shall indemnify, hold harmless and defend MECHADEMY and its AFFILIATES against claims brought against MECHADEMY by any THIRD-PARTY arising from or related to:

  • MECHADEMY's or CUSTOMER’S access or use of any THIRD-PARTY PRODUCTS;
  • MECHADEMY's or CUSTOMER’S access or use of any software, machines, equipment, systems, information technology environment, or premises which is facilitated, provisioned, owned or operated by the CUSTOMER or any THIRD-PARTY; or
  • CUSTOMER’S access or use of the PRODUCTS for any high-risk use as specified in Section 10.
  1. NOTICE

CUSTOMER agrees that notices shall be valid and MECHADEMY may deliver to the CUSTOMER all notices or communications pursuant to this AGREEMENT:

  • on the TURBOMECHANICA PLATFORM, or
  • by electronic mail to the last known/recorded CUSTOMER’S email address available with MECHADEMY.
  1. MODIFICATION OR AMENDMENT OF AGREEMENT

MECHADEMY reserves the right to alter or revise or update any terms and conditions contained in the AGREEMENT, in whole or in part, at any time.

All such alterations or revisions or updates will be effective upon posting of such alterations or revisions or updates on the TURBOMECHANICA PLATFORM by MECHADEMY.

In the event such alterations or revisions or updates to the AGREEMENT result in an adverse effect to the CUSTOMER’S access or use of the PRODUCTS, the CUSTOMER may provide MECHADEMY with a request for amendment, citing specific clauses and the adverse effect resulting therefrom, within Ten (10) calendar days after MECHADEMY first posts of such alterations or revisions or updates.

MECHADEMY shall make reasonable efforts to amend the requested clauses to remove the adverse effects on CUSTOMER within thirty (30) calendar days of receipt of such a request for amendment.

If MECHADEMY fails to amend or update the cited clauses within the said period, the CUSTOMER may terminate the PURCHASE AGREEMENT by delivering a notice of termination to MECHADEMY within ten (10) calendar days of the end of the thirty (30) calendar day period.

The CUSTOMER shall not be liable to pay any subscription fees to MECHADEMY for the period following the effective date of a termination notice which is properly and timely delivered pursuant to this Section 17.

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